Flatt & Sons Co. v. Schupf

649 N.E.2d 990 (1995)

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Nature of the Case

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Facts

In March 1993, Truman (P) and Schupf (D) entered into a contract for D to sell to P a parcel of land for $160,000. The sales contract was contingent upon relief requested by the Zoning Board within 120 days to permit the construction and operation of an asphalt plant, and if the Board denied the request the contract was to be voidable at P’s option and if cancellation was elected, P would get a full refund of earnest money paid. When the zoning requests were made public, P encountered severe opposition and then sent a letter to D's attorney detailing the opposition and proposing a new purchase price of $142,500 under the present zoning classification. D's attorney responded that D was not interested in that offer and rejected it. P's attorney then wrote another letter rejecting the rejection but then affirmed that P wanted to purchase the property despite the zoning disapproval at the original purchase price of $160,000. After some time, D stated to P that the contract was voided by the rezoning failure and the failure to accept the new purchase price. D declined to honor the original contract. P filed a complaint for specific performance and other relief against D, asking the court to direct D to comply with the terms of the contract. D responded by filing a 'motion to strike, motion to dismiss or, in the alternative, motion for summary judgment.' The motion for summary judgment sought summary judgment on the basis P repudiated the contract. The trial court granted D's motion for summary judgment without explaining the basis for its ruling. P filed a post-trial motion to vacate the judgment. The trial court denied the post-trial motion, declaring D's motion for summary judgment was granted because P had repudiated the contract. P now appeals the trial court's grant of summary judgment, arguing the trial court erred because (1) it did not repudiate the contract, and (2) even if it did repudiate the contract, it timely retracted that repudiation.